Upland Software Inc.

01/30/2024 | Press release | Distributed by Public on 01/30/2024 15:40

Management Change/Compensation - Form 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President and Chief Operating Officer; Amendment to Cummings Employment Agreement
Effective January 25, 2024, Upland Software, Inc. (the "Company") has promoted Karen Cummings to President and Chief Operating Officer of the Company.
Ms. Cummings, age 59, was most recently the Executive Vice President and Senior General Manager of the Company since March 2021. Previously, Ms. Cummings was Senior Vice President and General Manager of the Company from October 2005 to March 2021. She earned a bachelor's degree in Applied Mathematics and Computer Science from the State University of New York at Buffalo. There are no family relationships between Ms. Cummings and any other director or executive officer of the Company, and Ms. Cummings has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Ms. Cummings promotion, on January 29, 2024, the Compensation Committee of the Board (the "Compensation Committee") unanimously approved Amendment No. 1 (the "Cummings Amendment") to that certain Executive Employment Agreement, dated December 16, 2022 (the "Cummings Agreement"). The Cummings Amendment shall be effective January 30, 2024 (the "Effective Date").
Under the Cummings Amendment, the Company agreed that, among other things: (1) Ms. Cummings base salary will be increased, effective January 1, 2024, to $375,000; (2) any equity grants granted to Ms. Cummings at or prior to the Effective Date shall vest in full on June 30, 2025, subject to Ms. Cummings continuing as a Service Provider (as defined in the Cummings Agreement) through such date; and (3) if the Company terminates Ms. Cumming's employment without Cause (as defined in the Cummings Agreement) or if Ms. Cummings terminates her employment for Good Reason (as defined in the Cummings Agreement), then she shall be entitled to acceleration of any then outstanding unvested equity awards which were granted to Ms. Cummings at or prior to the Effective Date.